Employee Share Purchase Plan 2004



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Exhibit 4.4




CHARTERED SEMICONDUCTOR MANUFACTURING LTD.



EMPLOYEE SHARE PURCHASE PLAN 2004



(AS ADOPTED EFFECTIVE
APRIL 29, 2004)



 









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	 	 	Page

	SECTION 1. PURPOSE OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	SECTION 2. ADMINISTRATION OF THE PLAN
	 	 	1	 
	(a) Committee Composition
	 	 	1	 
	(b) Committee Responsibilities
	 	 	1	 
	 
	 	 	 	 
	SECTION 3. ENROLLMENT AND PARTICIPATION
	 	 	1	 
	(a) Offering Periods
	 	 	1	 
	(b) Enrollment
	 	 	1	 
	(c) Duration of Participation
	 	 	1	 
	 
	 	 	 	 
	SECTION 4. EMPLOYEE CONTRIBUTIONS
	 	 	2	 
	(a) Frequency of Payroll Deductions
	 	 	2	 
	(b) Amount of Payroll Deductions
	 	 	2	 
	(c) Changing Contribution Rate
	 	 	2	 
	(d) Discontinuing Payroll Deductions
	 	 	2	 
	 
	 	 	 	 
	SECTION 5. WITHDRAWAL FROM THE PLAN
	 	 	3	 
	(a) Withdrawal
	 	 	3	 
	(b) Re-Enrollment After Withdrawal
	 	 	3	 
	 
	 	 	 	 
	SECTION 6. CHANGE IN EMPLOYMENT STATUS
	 	 	3	 
	(a) Termination of Employment
	 	 	3	 
	(b) Leave of Absence
	 	 	3	 
	(c) Death
	 	 	3	 
	 
	 	 	 	 
	SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES
	 	 	3	 
	(a) Plan Accounts
	 	 	3	 
	(b) Purchase Price
	 	 	4	 
	(c) Number of Shares Purchased
	 	 	4	 
	(d) Available Shares Insufficient
	 	 	5	 
	(e) Issuance of Shares
	 	 	5	 
	(f) Unused Cash Balances
	 	 	5	 
	(g) Shareholder Approval
	 	 	6	 
	 
	 	 	 	 
	SECTION 8. LIMITATIONS ON OWNERSHIP
	 	 	6	 
	(a) Five Percent Limit
	 	 	6	 
	(b) U.S. Dollar Limit
	 	 	6	 







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	SECTION 9. RIGHTS NOT TRANSFERABLE
	 	 	7	 
	 
	 	 	 	 
	SECTION 10. NO RIGHTS AS AN EMPLOYEE
	 	 	7	 
	 
	 	 	 	 
	SECTION 11. NO RIGHTS AS A SHAREHOLDER
	 	 	7	 
	 
	 	 	 	 
	SECTION 12. SECURITIES LAW REQUIREMENTS
	 	 	7	 
	 
	 	 	 	 
	SECTION 13. SHARES OFFERED UNDER THE PLAN
	 	 	8	 
	(a) Authorized Shares
	 	 	8	 
	(b) Anti-Dilution Adjustments
	 	 	8	 
	(c) Reorganizations
	 	 	8	 
	 
	 	 	 	 
	SECTION 14. AMENDMENT OR DISCONTINUANCE
	 	 	8	 
	 
	 	 	 	 
	SECTION 15. DEFINITIONS
	 	 	9	 
	(a) “Board of Directors”
	 	 	9	 
	(b) “CDP”
	 	 	9	 
	(c) “Committee”
	 	 	9	 
	(d) “Company”
	 	 	9	 
	(e) “Compensation”
	 	 	9	 
	(f) “Corporate Reorganization”
	 	 	9	 
	(g) “CPF”
	 	 	9	 
	(h) “Eligible Employee”
	 	 	9	 
	(i) “Fair Market Value”
	 	 	10	 
	(j) “Offering Period”
	 	 	10	 
	(k) “Parent”
	 	 	10	 
	(l) “Participant”
	 	 	10	 
	(m) “Participating Company”
	 	 	10	 
	(n) “Plan”
	 	 	10	 
	(o) “Plan Account”
	 	 	10	 
	(p) “Purchase Price”
	 	 	10	 
	(q) “Share”
	 	 	11	 
	(r) “SMP Share Purchase Plan”
	 	 	11	 
	(s) “Subsidiary”
	 	 	11	 
	(t) “U.S. Tax Code”
	 	 	11	 
	 
	 	 	 	 
	SECTION 16. EXECUTION
	 	 	11	 
	 Employee Share Purchase Plan 2004
	 Share Purchase Plan 2004 For Employees of Silicon
	 Opinion of Allen & Gledhill
	 Consent of KPMG











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CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

EMPLOYEE SHARE PURCHASE PLAN 2004







SECTION 1. PURPOSE OF THE PLAN.



     This Plan is effective as of April 29, 2004, having previously been
adopted by the Board of Directors and shareholders of the Company. The purpose
of the Plan is to provide Eligible Employees with an opportunity to increase
their proprietary interest in the success of the Company by purchasing Shares
from the Company on favorable terms and to pay for such purchases through
payroll deductions. The Plan is intended to qualify under section 423 of the
U.S. Tax Code; however, the Company assumes no responsibility, and shall not be
liable, for tax consequences to any Participant in the event the Plan does not
so qualify.







SECTION 2. ADMINISTRATION OF THE PLAN.







     (a) Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist of two or more members appointed by and
holding office at the pleasure of the Board of Directors. The members of the
Committee may be, but need not be, members of the Board of Directors.
Appointment of Committee members shall be effected by way of a resolution of
the Board of Directors. Committee members may resign at any time by delivering
written notice to the Board of Directors. Vacancies in the Committee may be
filled by the Board of Directors.







     (b) Committee Responsibilities. The Committee shall interpret the Plan
and make all other policy decisions relating to the operation of the Plan. The
Committee may adopt such rules, guidelines and forms as it deems appropriate to
implement the Plan. The Committee’s determinations under the Plan shall be
final and binding on all persons.







SECTION 3. ENROLLMENT AND PARTICIPATION.







     (a) Offering Periods. While the Plan is in effect, two Offering Periods
shall commence in each calendar year. The Offering Periods shall consist of
the six-month periods commencing on each 1 March and 1 September.







     (b) Enrollment. Any individual who, on the day preceding the first day of
an Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall
be filed with the Company at the prescribed location not later than 30 days (or such other
period as the Committee may prescribe in its discretion) prior to the
commencement of such Offering Period.







     (c) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the



 









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Plan under Section 5(a) or reaches the end of the Offering Period in which his or her employee contributions were
discontinued under Section 4(d) or 8(b). A Participant who discontinued
employee contributions under Section 4(d) or withdrew from the Plan under
Section 5(a) may again become a Participant, if he or she then is an Eligible
Employee, by following the procedure described in Subsection (b) above. A
Participant whose employee contributions were discontinued automatically under
Section 8(b) shall automatically resume participation at the beginning of the
earliest Offering Period ending in the next calendar year, if he or she then is
an Eligible Employee.








SECTION 4. EMPLOYEE CONTRIBUTIONS.







     (a) Frequency of Payroll Deductions. A Participant may purchase Shares
under the Plan solely by means of payroll deductions. Payroll deductions, as
designated by the Participant pursuant to Subsection (b) below, shall occur on
each payday during participation in the Plan.







     (b) Amount of Payroll Deductions. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she
elects to contribute for the purchase of Shares. Such portion shall be a whole
percentage of the Eligible Employee’s Compensation, but not less than 1% nor
more than 10%.







     (c) Changing Contribution Rate. A Participant may not change the rate of
payroll deduction during an Offering Period, except to discontinue
contributions pursuant to Subsection (d) below or to withdraw from the Plan
pursuant to Section 5(a). If a Participant wishes to change the rate of
payroll deduction effective upon the commencement of a subsequent Offering
Period, he or she may do so by filing a new enrollment form with the Company at
the prescribed location and in the prescribed manner, including without
limitation, where the Company requires, through the Company’s computerized or
electronic information system for implementation of the Plan, not later than 30
days (or such other period as the Committee may prescribe in its discretion)
prior to the commencement of such subsequent Offering Period. The new
contribution rate shall be a whole percentage of the Eligible Employee’s
Compensation, but not less than 1% nor more than 10%.







     (d) Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing a
new enrollment form with the Company at the prescribed location and in the
prescribed manner, including without limitation, where the Company requires,
through the Company’s computerized or electronic information system for
implementation of the Plan. The submission of such form, in order to be
effective, shall be made at any time before the date which is fourteen (14) days prior to the first day of the calendar month
in which such discontinuance is to take effect, or at any time before such
other date within the relevant Offering Period as the Committee may prescribe
in its discretion. Payroll deductions shall cease as soon as reasonably
practicable after such form has been received by the Company. In addition,
employee contributions may be discontinued automatically pursuant to Section
8(b). A Participant who has discontinued employee contributions may resume
such contributions during a subsequent Offering Period, if such Participant is
then an Eligible Employee, by following the procedure under Section 3(b),
subject to the requirements of Section 3(c).



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SECTION 5. WITHDRAWAL FROM THE PLAN.







     (a) Withdrawal. A Participant may elect to withdraw from the Plan by
electronically completing and submitting to the Company such electronic
withdrawal form as the Committee may from time to time prescribe for use with
the Company’s computerized or electronic information system, or by filing with
the Company at the prescribed location such other withdrawal form as the
Committee may from time to time prescribe. The submission of such withdrawal
form, in order to be effective, shall be made at any time before the date which
is the forty-fifth (45th) day prior to the last day of an Offering Period, or
at any time before such other date within the relevant Offering Period as the
Committee may prescribe in its discretion. As soon as reasonably practicable
thereafter, payroll deductions shall cease and the entire amount credited to
the Participant’s Plan Account shall be refunded to him or her in cash, without
interest, after deducting from such amount any expenses incurred by the Company
in maintaining such account. No partial withdrawals shall be permitted.







     (b) Re-Enrollment After Withdrawal. A former Participant who has
withdrawn from the Plan shall not be a Participant until he or she re-enrolls
in the Plan under Section 3(b), subject to the requirements of Section 3(c).
Re-enrollment may be effective only at the commencement of an Offering Period.







SECTION 6. CHANGE IN EMPLOYMENT STATUS.







     (a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a). A transfer from one Participating
Company to another shall not be treated as a termination of employment.







     (b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by the Company
in writing. Employment, however, shall be deemed to terminate 90 days after
the Participant goes on a leave, unless a contract or statute guarantees his or
her right to return to work. Employment shall be deemed to terminate in any event when the
approved leave ends, unless the Participant immediately returns to work.







     (c) Death. In the event of the Participant’s death, the entire amount
credited to his or her Plan Account shall, after deducting from such amount any
expenses incurred by the Company in maintaining such account, be paid, without
interest, to a beneficiary designated by him or her for this purpose on the
prescribed form or, if none, to the Participant’s estate. Such form shall be
valid only if it was filed with the Company at the prescribed location before
the Participant’s death.







SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.







     (a) Plan Accounts. The Company shall maintain a Plan Account on its books
in the name of each Participant. Whenever an amount is deducted from the
Participant’s Compensation under the Plan, such amount shall be credited to the
Participant’s Plan Account. To the extent



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required by all applicable laws, all amounts credited to Plan Accounts shall be held in trust for the Participants.
To the extent not so required, amounts credited to Plan Accounts may be
commingled with the Company’s general assets and applied to general corporate
purposes. No interest shall be credited to Plan Accounts.








     (b) Purchase Price.




     (i) Subject to sub-Sections 7(b)(ii) through 7(b)(iv) below, the
Purchase Price for each Share purchased at the close of an Offering
Period shall be the lower of:




     (A) 85% of the Fair Market Value of such Share on
the last trading day in such Offering Period; or




     (B) 85% of the Fair Market Value of such Share on
the last trading day before the commencement of such
Offering Period.




     (ii) If at any time the Committee determines that the Purchase Price
as determined under the method set forth in sub-Section 7(b)(i) above
would or potentially would cause the Company to incur any stock-based
compensation charge with respect to the Plan or the rights granted under
the Plan to purchase Shares, then the Committee may, if it in its
discretion deems necessary or advisable, prescribe that the Purchase
Price for each Share purchased at the close of an Offering Period shall
be determined in such manner (including by a method other than as set
forth in sub-Section 7(b)(i) above) as may be prescribed by the Committee
in good faith in order to eliminate or reduce, if possible and to the
extent the Committee deems advisable, any such stock-based compensation
charge and so as not to increase the benefits to the Participants under
the Plan.




     (iii) In each case where the Committee, pursuant to sub-Section
7(b)(ii) above, prescribes a manner for determining the Purchase Price
that would not increase the benefits to the Participants (such manner to include, without
limitation, an increase in the Purchase Price or the use of only one
trading day as a reference date for determining the Purchase Price), the
Committee may, if it so elects, so prescribe without such action being
subject to approval by a vote of the shareholders of the Company, except
to the extent such shareholder approval is required by applicable law or
regulation.




     (iv) In no event shall the Purchase Price for each Share be less
than the par value of such Share.







     (c) Number of Shares Purchased. As of the last day of each Offering
Period, each Participant shall, subject to the provisions of this Subsection
(c), be deemed to have elected to purchase the number of Shares calculated in
accordance with this Subsection (c), unless the Participant has previously
elected to withdraw from the Plan in accordance with Section 5(a). The amount
then in the Participant’s Plan Account shall be divided by the Purchase Price,
and the resulting number of Shares, rounded down to the nearest whole Share,
shall be purchased from the Company with the funds in the Participant’s Plan
Account. The foregoing notwithstanding



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and subject to the Share limitations set forth in Sections 8(b) and 13(a), the maximum number of Shares that a
Participant may purchase in each Offering Period shall not exceed the number of
Shares derived by dividing US$12,500 by the Fair Market Value of a Share as of
the commencement of the Offering Period. The Committee may determine with
respect to all Participants that any quantity of Shares less than 10 whole
Shares, as calculated under this Subsection (c), shall be rounded down to the
next lower multiple of 10 whole Shares. As a condition to the purchase by the
Participant of Shares in accordance with this Subsection (c), the Participant
may be required to deliver to the Company, on or before the last day of each
Offering Period, a cheque or cash in the amount reasonably required by the
Company to satisfy the Company’s withholding obligations under applicable tax
laws arising in connection with such purchase (unless the Company has no
withholding obligation in respect of the Participant or unless the Company and
the Participant shall have made other arrangements for deductions or
withholding from the Participant’s salary, bonus or other income payable to the
Participant by the Company provided such arrangements satisfy the requirements
of applicable laws).








     (d) Available Shares Insufficient. In the event that the aggregate number
of Shares that all Participants elect to purchase during an Offering Period
exceeds the maximum number of Shares remaining available for issuance under
Section 13(a)(i) or Section 13(a)(ii), then the number of Shares to which each
Participant is entitled shall be determined by multiplying the number of Shares
available for issuance by a fraction, the numerator of which is the number of
Shares that such Participant has elected to purchase and the denominator of
which is the number of Shares that all Participants have elected to purchase,
rounded down to the nearest whole Share. The Committee may determine with
respect to all Participants that any quantity of Shares less than 10 whole
Shares, as calculated under this Subsection (d), shall be rounded down to the
next lower multiple of 10 whole Shares.







     (e) Issuance of Shares. Subject to such consents or other required action
of any competent authority under any regulations or enactments for the time
being in force as may be necessary and subject to the compliance with the terms
of the Plan and the Memorandum and Articles of Association of the Company, the
Company shall, as soon as practicable after the close of the applicable
Offering Period, allot the relevant Shares and despatch to CDP the relevant
share certificates by ordinary post or such other mode as the Committee may
deem fit. The Company shall, as soon as practicable after such allotment and
where required, apply to any stock exchange(s) on which the Shares are quoted
or listed for permission to deal in and for quotation of such Shares. Shares
which are allotted to a Participant at the end of an Offering Period shall be
issued in the name of CDP to the credit of the securities account of that
Participant maintained with CDP, the securities sub-account maintained with a
CDP Agent or the CPF investment account maintained with a CPF agent bank.







     (f) Unused Cash Balances. Any amount remaining in the Participant’s Plan
Account that is (1) less than the Purchase Price for 10 whole Shares (if the
Committee determines in its discretion to apply the rounding procedures
described in Sections 7(c) and 7(d) hereof), or (2) less than the Purchase
Price for a whole Share (if the Committee does not apply such rounding
procedures), shall be refunded to the Participant in cash, without interest,
together with any amount remaining in the Participant’s Plan Account that
represents the Purchase Price for whole Shares that could not be purchased by
reason of the Share limitations set forth in Subsections (c)




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or (d) above, Section 8(b) or Section 13(a), in each case after deducting from
such amount any expenses incurred by the Company in maintaining such account.








     (g) Shareholder Approval. Any other provision of the Plan
notwithstanding, no Shares shall be purchased under the Plan unless and until
the Company’s shareholders have approved the adoption of the Plan.







SECTION 8. LIMITATIONS ON OWNERSHIP.







     (a) Five Percent Limit. Any other provision of the Plan notwithstanding,
no Participant shall be granted a right to purchase Shares under the Plan if
such Participant, immediately after his or her election to purchase such
Shares, would own shares possessing more than 5% of the total combined voting
power or value of all classes of shares of the Company or any Parent or
Subsidiary of the Company. For purposes of this Subsection (a), the following
rules shall apply:




     (i) Ownership of shares shall be determined after applying the
attribution rules of section 424(d) of the U.S. Tax Code;




     (ii) Each Participant shall be deemed to own any shares that he or
she has a right or option to purchase under this or any other plan; and




     (iii) Each Participant shall be deemed to have the right to
purchase, with respect to each Offering Period under the Plan, the number
of Shares derived by dividing US$12,500 by the Fair Market Value of Shares as of the commencement
of such Offering Period.







     (b) U.S. Dollar Limit. Any other provision of the Plan notwithstanding,
no Participant shall be granted a right under the Plan which permits the
Participant’s rights to purchase Shares under the Plan, together with other
rights or options to purchase Shares or other shares under all other employee
share purchase plans of the Company or any Parent or any Subsidiary subject to
Section 423 of the U.S. Tax Code, to accrue at a rate which exceeds US$25,000
of the Fair Market Value of such Shares or other shares for each calendar year
in which the option is outstanding at any time. For the purpose of the
limitation imposed by this Subsection (b), (i) the right to purchase Shares or
other shares under a right or option accrues when the right or option (or any
portion thereof) first becomes exercisable during the calendar year, (ii) the
right to purchase Shares or other shares under a right or option accrues at the
rate provided in the right or option, but in no case may such rate exceed
US$25,000 of the Fair Market Value of such Shares or other shares for any one
calendar year, and (iii) a right to purchase Shares or other shares which has
accrued under one right granted pursuant to the Plan may not be carried over to
any other right or option. This limitation shall be applied in accordance with
Section 423(b)(8) of the U.S. Tax Code and the U.S. Treasury Regulations
thereunder.



     For purposes of this Subsection (b), the Fair Market Value of Shares which
are or may be purchased pursuant to the Plan shall be determined in each case
as of the beginning of the



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Offering Period in which such Shares are purchased, and the Fair Market Value of shares which are or may be purchased pursuant to
all other employee share purchase plans of the Company or any Parent or any
Subsidiary subject to Section 423 of the U.S. Tax Code shall be determined in
each case at the time the option or right to purchase shares pursuant to such
plan is granted. Employee share purchase plans not described in section 423 of
the U.S. Tax Code shall be disregarded. If a Participant is precluded by this
Subsection (b) from purchasing additional Shares under the Plan, then his or
her employee contributions shall automatically be discontinued and shall resume
at the beginning of the earliest Offering Period ending in the next calendar
year (if he or she then is an Eligible Employee).








SECTION 9. RIGHTS NOT TRANSFERABLE.



     The rights of any Participant under the Plan (including without limitation
the right to acquire Shares), or any Participant’s interest in moneys to which
he or she may be entitled under the Plan, shall not be transferable by
voluntary or involuntary assignment or by operation of law, or in any other
manner other than by beneficiary designation or the laws of descent and
distribution. If a Participant in any manner attempts to transfer, assign or
otherwise encumber his or her rights or interest under the Plan, other than by
beneficiary designation or the laws of descent and distribution, then such act
shall be treated as an election by the Participant to withdraw from the Plan
under Section 5(a).







SECTION 10. NO RIGHTS AS AN EMPLOYEE.



     Nothing in the Plan or in any right granted under the Plan shall confer
upon the Participant any right to continue in the employ of a Participating
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Participating Companies or of the
Participant, which rights are hereby expressly reserved by each, to terminate
his or her employment at any time and for any reason, with or without cause.







SECTION 11. NO RIGHTS AS A SHAREHOLDER.



     A Participant shall have no rights as a shareholder with respect to any
Shares that he or she may have a right to purchase under the Plan until such
Shares have been purchased pursuant to Section 7.







SECTION 12. SECURITIES LAW REQUIREMENTS.



     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the U.S. Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder, U.S. state
securities laws and regulations, and the regulations of any securities exchange
or other securities market on which the Company’s securities may then be
traded.



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SECTION 13. SHARES OFFERED UNDER THE PLAN.







     (a) Authorized Shares. Subject to adjustment pursuant to this Section 13,
the number of Shares available for purchase under the Plan shall be:




     (i) 30,000,000 in aggregate, less the aggregate number of Shares
that are purchased by participants under the SMP Share Purchase Plan, on
a Share-for-Share basis (but without prejudice to sub-Section 13(a)(ii)
below); and




     (ii) (A) in the first Offering Period under the Plan, and in each
calendar year where two Offering Periods commence in such calendar year,
not more than 1,500,000 Shares in each of such Offering Periods, less the
number of Shares that are purchased by participants under the SMP Share
Purchase Plan in such Offering Period, on a Share-for-Share basis, or (B)
in the event the Plan is amended to provide for only one Offering Period
to commences in a calendar year, not more than 3,000,000 Shares in such
Offering Period, less the number of Shares that are purchased by
participants under the SMP Share Purchase Plan in such Offering Period,
on a Share-for-Share basis.







     (b) Anti-Dilution Adjustments. The following shall be adjusted
proportionately by the Committee for any increase or decrease in the number of
outstanding Shares resulting from a subdivision or consolidation of Shares or
the payment of a share dividend, any other increase or decrease in such Shares
effected without receipt or payment of consideration by the Company, the
distribution of the shares of a Subsidiary to the Company’s shareholders or a
similar event: (i) the aggregate number of Shares offered under the Plan; (ii)
the Share limitations per Offering Period described in Section 7(c) and Section
13(a)(ii); (iii) the rounding procedures described in Sections 7(c) and 7(d)
hereof; and (iv) the price of Shares that any Participant has elected to
purchase. No adjustment or action described in this Section 13(b) or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the Plan to fail to satisfy the requirements
of Section 423 of the U.S. Tax Code.







     (c) Reorganizations. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Offering Period then in progress shall terminate and Shares shall be purchased
pursuant to Section 7, unless the Plan is continued or assumed by the surviving
corporation or its parent corporation. The Plan shall in no event be construed
to restrict in any way the Company’s right to undertake a dissolution,
liquidation, merger, consolidation or other reorganization.







SECTION 14. AMENDMENT OR DISCONTINUANCE.



     The Board of Directors shall have the right to amend, suspend or terminate
the Plan at any time and from time to time, without notice. No right to
purchase Shares under the Plan may be granted during any period of suspension
of the Plan or after termination of the Plan. Except as provided in Section
13, any increase in the aggregate number of Shares to be issued under the Plan
shall be subject to approval by a vote of the shareholders of the Company in
accordance with applicable law or regulation. In addition, any other amendment
of the Plan shall be subject to approval by a vote of the shareholders of the
Company to the extent required by an applicable law



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or regulation. In the event that the Board of Directors terminates the Plan, any amount remaining in
each Participant’s Plan Account shall be refunded to the Participant in cash,
without interest, after deducting from such amount any expenses incurred by the
Company in maintaining such account.








SECTION 15. DEFINITIONS.







     (a) “Board of Directors” means the Board of Directors of the Company, as
constituted from time to time.







     (b) “CDP” means The Central Depository (Pte) Limited.







     (c) “Committee” means a committee of the Board of Directors, as described
in Section 2.







     (d) “Company” means Chartered Semiconductor Manufacturing Ltd, a company
incorporated in Singapore.







     (e) “Compensation” means (i) the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay, shift premiums, in each case
before deducting any CPF contributions made by a Participant, plus (ii) any
pre-tax contributions made by the Participant under section 401(k) or 125 of
the U.S. Tax Code. “Compensation” shall exclude all non-cash items, moving or
relocation allowances, cost-of-living equalization payments, car allowances,
tuition reimbursements, imputed income attributable to cars or life insurance,
severance pay, fringe benefits, contributions or benefits received under
employee benefit plans, CPF contributions made by a Participating Company,
income attributable to the exercise of share options, and similar items. The
Committee shall determine whether a particular item is included in
Compensation.







     (f) “Corporate Reorganization” means:




     (i) The consummation of a merger or consolidation of the Company
with or into any other entity or any other corporate reorganization; or




     (ii) The sale, transfer or other disposition of all or substantially
all of the Company’s assets or the complete liquidation or dissolution of
the Company.







     (g) “CPF” means Central Provident Fund.







     (h) “Eligible Employee” means any employee of a Participating Company who
meets both of the following requirements:




     (i) His or her customary employment is for more than five months per
calendar year and for more than 20 hours per week; and




     (ii) He or she has been an employee of a Participating Company for
not less than 6 months.



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     The foregoing notwithstanding, an individual shall not be considered an
Eligible Employee if his or her participation in the Plan is prohibited by the
law of any country which has jurisdiction over him or her or if he or she is
subject to a collective bargaining agreement that does not provide for
participation in the Plan.

 





     (i) “Fair Market Value” means the fair market value of a Share, determined
in the following order of priority:




     (i) If the Shares are listed on any established stock exchange or a
national market system, the Fair Market Value shall be the mean of the
high and low sales prices for a Share (or the mean of the high and low
bids, if no sales were reported) as quoted on such exchange or system for such date, as reported in The Straits
Times or such other source as the Committee deems reliable; or




     (ii) In the absence of an established market or quotation system for
the Shares, the Fair Market Value shall be determined by the Board of
Directors in good faith. Such determination shall be conclusive and
binding on all persons.







     (j) “Offering Period” means a six-month period with respect to which the
right to purchase Shares may be granted under the Plan, as determined pursuant
to Section 3(a).







     (k) “Parent” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if, at the time of the
granting of the right to purchase Shares under the Plan, each of the
corporations other than the Company owns shares possessing more than 50% of the
total combined voting power of all classes of shares in one of the other
corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.







     (l) “Participant” means an Eligible Employee who elects to participate in
the Plan, as provided in Section 3(b). The Committee may designate a
Subsidiary, or terminate the designation of a Subsidiary, as a Participating
Company without the approval of the shareholders of the Company.







     (m) “Participating Company” means (i) the Company and (ii) each present or
future Subsidiary designated by the Committee as a Participating Company. The
Committee may designate a Subsidiary, or terminate the designation of a
Subsidiary, as a Participating Company without the approval of the shareholders
of the Company.







     (n) “Plan” means this Chartered Semiconductor Manufacturing Ltd Employee
Share Purchase Plan 2004, as amended from time to time.







     (o) “Plan Account” means the account established for each Participant
pursuant to Section 7(a).







     (p) “Purchase Price” means the price at which Participants may purchase
Shares under the Plan, as determined pursuant to Section 7(b).



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     (q) “Share” means one ordinary share, of par value Singapore $0.26, in the
capital of the Company, as adjusted in accordance with Section 13 (if
applicable).







     (r) “SMP Share Purchase Plan” means the Chartered Semiconductor
Manufacturing Share Purchase Plan for Employees of Silicon Manufacturing
Partners Pte Ltd, adopted, or to be adopted, in 2004 by the Company for the benefit of the employees of Silicon Manufacturing
Partners Pte Ltd, a company incorporated in Singapore and an associated company
of the Company.







     (s) “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if, at the time of
the granting of the right to purchase Shares under the Plan, each of the
corporations other than the last corporation in an unbroken chain owns shares
possessing more than 50% of the total combined voting power of all classes of
shares in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.







     (t) “U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as
amended.







SECTION 16. EXECUTION.



     To record the adoption of the Plan by the Board of Directors and
shareholders of the Company, the Company has caused this Plan to be executed by
its duly authorized officer and to become effective as of April 29, 2004.


	 	 	 	 	 
	 	CHARTERED SEMICONDUCTOR MANUFACTURING LTD

 	 
	 	By:  	/s/ CHIA SONG HWEE
 	 
	 	 	Name:  	CHIA SONG HWEE 	 
	 	 	Title:  	PRESIDENT & CEO 	 
	 





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